Promissory Notes

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NOTE
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$600,000 New York, New York
As of March 31, 1996
FOR VALUE RECEIVED, On Ramp, Inc., a New York corporation (herein
referred to as the "Borrower") promises to pay to the order of Think New Ideas,
Inc. ("Lender") on the Termination Date, as defined in that certain loan
agreement between the parties of even date herewith, as the same may be from
time to time amended or supplemented (the "Loan Agreement") or at such earlier
time as may be provided or required pursuant to the Loan Agreement, at 16815
Royal Crest Drive, Suite 160, Houston, Texas 77058, in lawful currency of the
United States of America, the principal amount of Six Hundred Thousand Dollars
($600,000). Borrower further promises to pay interest to Lender at the above
address, in like currency, from the date hereof on the entire unpaid principal
amount owing hereunder from time to time until the entire unpaid principal
amount hereof is paid in full, at a rate per annum equal to twelve percent
(12%). Interest shall be computed on the basis of a 365-day year and shall be
calculated for the actual number of days elapsed. Interest shall be payable on
the Termination Date.
Notwithstanding the foregoing, Borrower shall be liable for payment to
Lender only for such principal amount of the Committed Amount (as defined in the
Loan Agreement) as is outstanding, together with interest at the rate per annum
as aforesaid on the principal amount outstanding from the date of advance.
If any payment under this note becomes due and payable on a Saturday,
Sunday or legal holiday under the laws of the State of Delaware, the maturity
thereof shall be extended to the next succeeding Business Day (as defined in the
Loan Agreement) and interest thereon shall be payable at said rate of interest
during such extension.
This note is the "Note" referred to in the Loan Agreement and Borrower
is entitled to the benefits thereof, and this note may be prepaid in whole or in
part as provided therein. The provisions of the Loan Agreement are hereby
incorporated herein by reference.
Any payments made pursuant to this note shall be applied first toward
any fees and costs due, then toward interest and then toward principal.
Borrower hereby waives any demands and notices of protest and any and
all demands and notices in connection with the delivery, acceptance,
performance, default and endorsement of this note arising on, out of, under or
by reason of this note.
Upon the occurrence and continuance (beyond expiration of any
applicable cure period) of any one or more of the Events of Default as specified
and defined in the Loan Agreement, or in any other document or instrument
delivered in connection therewith, all amounts then remaining unpaid under this
note may be declared to be immediately due and payable as provided in the Loan
Agreement. From and after the occurrence and continuance as set forth above of
any Event of Default, this note shall bear interest at the maximum rate
permitted by law.
<PAGE>
In the event that all monies owed hereunder are not paid when due,
Borrower agrees that he shall be liable for all of Lenders reasonable costs and
expenses incurred in connection with enforcing Lender's rights under this note
to the extent not prohibited by law, including but not limited to reasonable
attorneys' fees and disbursements.
The note is negotiable and shall be governed by the laws of the State
of Delaware.
ON RAMP, INC.
By: /s/ Adam Curry
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Adam Curry, President
Date:________________________
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